REGIONS FINANCIAL CORP Depositary Shares, each representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B Depositary Shares, each representing a 1/40th Interest in a Share of 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C false 0001281761 0001281761 2023-07-19 2023-07-19 0001281761 us-gaap:CommonStockMember 2023-07-19 2023-07-19 0001281761 us-gaap:SeriesBPreferredStockMember 2023-07-19 2023-07-19 0001281761 us-gaap:SeriesCPreferredStockMember 2023-07-19 2023-07-19 0001281761 us-gaap:SeriesEPreferredStockMember 2023-07-19 2023-07-19

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 19, 2023

 

 

REGIONS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34034   63-0589368

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

1900 Fifth Avenue North

Birmingham, Alabama 35203

(Address, including zip code, of principal executive office)

Registrant’s telephone number, including area code: (800) 734-4667

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $.01 par value   RF   New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B   RF PRB   New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C   RF PRC   New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of 4.45% Non-Cumulative Perpetual Preferred Stock, Series E   RF PRE   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 19, 2023, the Board of Directors (the “Board”) of Regions Financial Corporation (“Regions” or the “Company”) appointed Alison S. Rand to the Board, such appointment to be effective on October 1, 2023. Ms. Rand was also appointed to serve as a member of the Board of Directors of the Company’s wholly owned subsidiary, Regions Bank (together with the Board, the “Boards”), also to be effective on October 1, 2023.

Ms. Rand, 55, is currently Executive Vice President and Chief Financial Officer for Primerica, a leading provider of financial products and services to middle-income households in the United States and Canada.

The appointment increases the size of the Boards to fourteen (14) members. Ms. Rand will serve on the Technology Committee of the Boards, and it is expected that she will join the Audit Committee of the Boards upon her previously announced retirement from Primerica.

The Boards affirmatively determined that Ms. Rand is independent under New York Stock Exchange listing standards and the Company’s Corporate Governance Principles. There are no arrangements or understandings with other persons pursuant to which she was appointed to the positions described above. Additionally, there are no related person transactions involving Ms. Rand that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

Ms. Rand will receive customary fees and equity awards from the Company for serving as a Director in accordance with Regions’ Director Compensation Program. Under the Director Compensation Program, the Boards approved a grant to Ms. Rand of restricted stock units under the Regions 2015 Long Term Incentive Plan, to be made as of October 1, 2023, with a grant date value equal to $75,333, which is the prorated amount of the annual equity retainer paid uniformly to all non-employee Directors. The restricted stock units are subject to a continued service requirement and become vested on the date of the 2024 Annual Meeting of Shareholders, or earlier in the case of death or disability or upon termination without cause following a change in control of Regions.

 

Item 8.01

Other Events.

On July 19, 2023, the Company issued a press release announcing the appointment of Ms. Rand to the Boards. The press release is attached hereto as Exhibit 99.1

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

   

Description of Exhibit

10.1    Regions Financial Corporation Director Compensation Program, effective April 20, 2022 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed on May 6, 2022 and incorporated by reference herein).
99.1    Press Release dated July 19, 2023.
104    Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

REGIONS FINANCIAL CORPORATION
By:  

/s/ Tara A. Plimpton

Name:   Tara A. Plimpton
Title:   Chief Legal Officer and Corporate Secretary

Date: July 19, 2023

Exhibit 99.1

 

LOGO

 

   

NEWS RELEASE

 

 

Media Contact:

Jeremy D. King

Regions Bank

205-264-4551

   

Regions News Online: regions.doingmoretoday.com

Regions News on Twitter: @RegionsNews

Alison Rand Appointed to the Regions Financial Corp. and Regions Bank Boards of Directors

An experienced financial executive, Rand will join the Regions Boards effective October 1.

BIRMINGHAM, Ala. – July 19, 2023 – Regions Financial Corp. (NYSE:RF) on Wednesday announced Alison Rand has been appointed to the boards of Regions Financial Corp. and its subsidiary, Regions Bank. Her term will begin Oct. 1, 2023.

An experienced corporate executive, Rand has served as Executive Vice President and Chief Financial Officer for Primerica for 23 years. Based in metro Atlanta, Primerica delivers a range of financial products and services centered on the needs of middle-income households in the United States and Canada.

 

As a member of Primerica’s executive team, Rand was an integral part of the company’s initial public offering in 2010 and continued to help grow the company by concentrating on investor relations, strategic planning, capital management, product development and financial reporting and analysis. In her CFO role, Rand is responsible for the management of Primerica’s finances, optimizing capital, driving innovation through product development and casting a long-term strategic vision. In addition, she oversees all aspects of Primerica’s finance and accounting functions, treasury, capital management, tax, investor relations and more. Rand serves as a key spokesperson with the investor and analyst communities.

 

“Alison’s depth of experience will complement the vision and focus of the Regions Boards of Directors as we develop and enhance strategies to support the company’s commitment to deliver consistent, sustainable long-term performance,” said Charles McCrary, Chair of the Regions Financial Corp. and Regions Bank Boards. “The Regions mission is to make life better for the people we serve, and we accomplish that by creating shared value for customers, associates, communities and shareholders. With her strong financial management background and her passion for community engagement and superior service, Alison will be a significant contributor as we accomplish short-term priorities and long-term objectives on behalf of everyone we serve.”

   

LOGO

 

Alison Rand has been appointed to the Regions Financial Corp. and Regions Bank Boards of Directors, effective Oct. 1, 2023.

Prior to being named as CFO for Primerica, Rand served in various financial leadership positions at Primerica. She began her career in 1990 at KPMG in the Audit department.

Rand is a graduate of the University of Florida, where she earned a Bachelor of Science in Accounting. She serves on several nonprofit boards, including The University of Florida Foundation and Junior Achievement of Georgia. Further, she participates in advisory boards for the University of Georgia Terry College of Business and the University of Florida Warrington College of Business.

“Living in metro Atlanta – a market where Regions has made significant investments in terms of locations, talent and community engagement – I am very familiar with the Regions brand and its strong reputation for customer service and community support,” Rand said. “I am honored to be a part of a company whose values of doing what is right and focusing on the customer so closely align with mine, and I’m pleased to lend my knowledge and experience to help Regions consistently attain its goals for long-term, sustainable growth.”

With the addition of Rand, the Regions Boards will consist of 14 members. Upon joining the Regions Boards, Rand will serve on the Technology Committee. It is expected that she will join the Audit Committee upon her previously announced retirement from Primerica.

Regions is committed to serving the long-term interests of shareholders by maintaining strong governance principles and cultivating an experienced and engaged Board of Directors with diverse skills and attributes supporting both Regions Financial Corp. and Regions Bank. Board members have adopted comprehensive Corporate Governance Principles to guide their oversight and independent governance. The Corporate Governance Principles affirm the Boards will seek members from diverse professional backgrounds, who combine a broad spectrum of experience and expertise with a reputation for integrity, to ensure the Boards maintain an appropriate mix of skills and characteristics to meet the needs of Regions and the people it serves.

About Regions Financial Corporation

Regions Financial Corporation (NYSE:RF), with $154 billion in assets, is a member of the S&P 500 Index and is one of the nation’s largest full-service providers of consumer and commercial banking, wealth management, and mortgage products and services. Regions serves customers across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates more than 1,250 banking offices and more than 2,000 ATMs. Regions Bank is an Equal Housing Lender and Member FDIC. Additional information about Regions and its full line of products and services can be found at www.regions.com.

###

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Regions Financial (NYSE:RF-E)
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